General Terms and Conditions
a) All our offers and deliveries are subject exclusively to the following terms and conditions. Deviating agreements shall only be binding if confirmed by us in writing. Any conditions of the customer to the contrary, even if they are attached to the order or named therein, shall only be binding on us if they have been expressly acknowledged by us in writing.
b) The unconditional execution of the contract does not imply consent to conflicting terms and conditions of the customer. Unless otherwise agreed, our General Terms and Conditions shall only apply to merchants.
Our offers are subject to change without notice. All details in offers, brochures and price lists have been carefully determined by us, but are non-binding without express written confirmation.
3. Order confirmation
Our order confirmation is decisive for the content of the contract. All orders, agreements, assurances etc. including those of our representatives require our written confirmation in order to be legally effective. Objections to our letters of confirmation must be made in writing within one week at the latest.
a). The prices are quoted ex warehouse, including packaging and are subject to change. Should unforeseeable changes in customs duties, import and export charges etc. occur up to the date of delivery, we shall be entitled to increase the price accordingly. This also applies to non-merchants.
b) Value added tax shall be charged to merchants at the rate applicable on the day of delivery.
a) Shipment shall be at the risk of the customer, even if carriage paid delivery has been agreed. If the customer does not expressly specify a different mode of shipment in writing, shipment shall be effected by UPS.
b) We assume no liability for losses and damages during transport. Deviations from the shipping note, the delivery note or the invoice must be reported to the supplier in writing immediately after receipt of the goods.
6. Delivery time
a) The delivery usually takes place within 8 days from stock. If a delivery from stock is not possible, the delivery time shall be determined by us in such a way that it can in all probability be adhered to, but shall not be binding unless expressly agreed otherwise.
b) Cases of force majeure, e.g. war, strike or other operational disruptions, transport disruptions and delays in delivery by suppliers entitle us to postpone a fixed agreed delivery date for a reasonable period of time, at least until the disruption ceases to exist. If delivery is delayed for longer than 3 months, the customer may withdraw from the contract by registered letter. Further claims, e.g. compensation for damages or replacement procurement, are excluded unless we are responsible for intent or gross negligence.
c) If we are in default for reasons for which we are responsible, liability for damages shall be excluded in the event of ordinary negligence. The customer is only entitled to withdraw from the contract after setting a reasonable grace period with a threat of rejection of at least 3 weeks.
Products supplied by us may only be exported with our express consent.
8. Return policy
Properly delivered goods can only be delivered with our prior written consent. For goods duly returned with our consent, we shall deduct 10% of the net invoice amount for administrative costs for inspection and repackaging when crediting. Other costs incurred, e.g. for recalibration / certification, shall be charged separately.
9. Liability for defects
a) The warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects pursuant to §§ 377, 378 HGB (German Commercial Code).
b) If there is a defect in the purchased item for which we are responsible, we shall be entitled, at our option, to remedy the defect or to make a replacement delivery. In the event of rectification of the defect, we shall bear the costs only up to the amount of the purchase price.
c) If we are not willing or able to remedy the defect or make a replacement delivery, in particular if this is delayed beyond a reasonable period for reasons for which we are responsible, or if the confirmation of the defect or the replacement delivery fails in any other way, the customer shall be entitled, at his option, to withdraw from the contract or demand a corresponding reduction in the purchase price.
d) In so far as nothing to the contrary results from the following, further claims of the customer - for whatever legal reasons - are excluded. We shall therefore not be liable for damage which has not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or any other loss of profit.
e) The above exclusion of liability shall not apply if the cause of the damage is based on intent or gross negligence, but the obligation to pay compensation shall be limited to the foreseeable damage. Furthermore, it shall not apply in the absence of a warranted quality pursuant to §§ 463, 480 para. 2 BGB (German Civil Code).
10. Terms of payment
(a) Prices shall be quoted in EUR (euro). Discounts shall only be granted on the net price of the goods, i.e. excluding freight, packaging and other ancillary costs.
b) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. The customer shall also have no right of retention on account of disputed counterclaims.
c) If the customer does not comply with the terms of payment or if circumstances become known which are suitable to reduce the creditworthiness of the customer and as a result our claim is unreasonably endangered, we shall be entitled to demand advance payments or securities. After setting a reasonable deadline, we shall be entitled to withdraw from the contract or claim damages for non-performance.
d) Payments shall be made in cash without any deduction, free Cologne, 10 days after the invoice date with 2% discount, at the latest after 30 days net - even in the case of partial deliveries. Repairs and contract work shall be payable net immediately upon receipt of the invoice. Cheques shall only be accepted subject to credit. Bills of exchange shall only be accepted if the total liability is covered by a bank guarantee or corresponding security. All bill charges shall be borne by the customer. For new customers and invoices under EUR 100.00, we reserve the right to make cash on delivery deliveries.
11. Retention of title
a) We reserve title to the object of sale until receipt of all payments arising from the business relationship with the customer. In the event of breach of contract by the customer, in particular default in payment, we shall be entitled to take back the object of sale. The taking back of the object of sale by us does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. After taking back the object of sale, we shall be entitled to sell it; the proceeds of such sale shall be set off against the customer's liabilities - less reasonable selling costs.
b) The customer is obliged to treat the object of purchase with care. In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we can file a suit in accordance with §771 ZPO (Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to §771 ZPO, the customer shall be liable for the loss incurred by us.
c) The customer is entitled to resell the object of purchase in the ordinary course of business. However, he already now assigns to us all claims in the amount of the final invoice amount including VAT which accrue to him from the resale against his customers or third parties. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and in particular has not filed an application for the opening of bankruptcy or composition proceedings and has not suspended payments. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
d) We undertake to release the securities to which we are entitled at the customer's request to the extent that the value of our securities exceeds the claims to be secured by more than 20%. The choice of the securities to be released shall be incumbent upon us.
12. Place of fulfilment and place of jurisdiction
a) If the customer is a fully qualified merchant, the place of jurisdiction shall be Cologne (Germany). However, we shall also be entitled to sue the customer at the court of his place of residence.
b) Unless otherwise stated in the order confirmation, the place of fulfilment for delivery and payment is D - 50374 Erftstadt Gymnich, Germany.
c) The legal relations between the parties shall be governed by the laws of the Federal Republic of Germany under the Committee of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.